To the Members
Your Directors present the 35th Annual Report along with Audited Financial Statementsof the Company for the year ended 31st March 2019.
|FINANCIAL RESULTS || ||(Rs. in crore) |
| ||2018-19 ||2017-18 |
|Revenue ||207.39 ||148.94 |
|Other Income ||53.92 ||44.81 |
|Total Income ||261.31 ||193.75 |
|Expenditure ||-212.04 ||-212.4 |
|Interest ||-12.55 ||-2.93 |
|Profit Before Depreciation & Tax ||49.27 ||-18.65 |
|Depreciation ||-8.94 ||-9.18 |
|Profit Before Tax ||40.33 ||-27.83 |
|Income Tax ||-6.22 ||12.35 |
|Net Profit ||34.11 ||-15.48 |
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 261.31 crore as against Rs. 193.75crore in the previous year. The Company earned profit of Rs. 40.33 crore as against lossof Rs. 27.83 crore in the previous year and net profit of Rs. 34.11 crore as against netloss of Rs. 15.47 crore in the previous year.
During the year Company operated 2 Jackup Rigs 6 Directional Drilling sets (on averagebasis) and 22 Mud Logging units.
During the year the Company purchased a Jack-up Rig "Discovery-I" at thecost of USD 75 Million from its Joint Venture Company Discovery Drilling Pte. Ltd.
Your Directors are pleased to recommend dividend of Rs. 0.50/- (i.e. 10%) per equityshare of Rs. 5/- each for the year ended 31st March 2019 subject to the approval of themembers at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
During the year no amount is proposed to be transferred to the General Reserves.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the Company has prepared Consolidated FinancialStatements as per Indian Accounting Standard Ind AS- 110 on Consolidated FinancialStatements read with Ind AS- 27 on Interest in Joint Ventures. The Audited ConsolidatedFinancial Statements along with Auditors Report thereon forms part of this AnnualReport.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies namely Discovery Drilling Pte.Ltd.(DDPL) Singapore and Virtue Drilling Pte. Limited (VDPL) Singapore.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Dharam Pal Jindal Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors has appointed Shri Raghav Jindal as Managing Director of theCompany for the period of 5 years w.e.f. 13th August 2018.
During the year Shri Rajeev Ranjan Company Secretary and Compliance Officer hadresigned with effect from 21st November 2018.
Shri Saurabh Agrawal has been appointed as a Company Secretary of the Company witheffect from 10th April 2019.
Pursuant to regulation 17(1A) of the SEBI (LODR) regulations the shareholder passed aspecial resolution at the 34th AGM to continue the directorship held by Mr. K.K.Khandelwal who had attained the age of over 75 years.
In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years on September 26 2014. Such term ofappointment of the Independent Directors shall come to an end on September 25 2019. Inview of the same the Board of Directors have on the basis of recommendation of theNomination and Remuneration Committee proposed to re-appoint Mr. Krishna KumarKhandelwal Mr. Vijay Kumar Kaushik and Mrs. Saroj Bhartia as the Independent Directors ofthe Company for a second term. A resolution proposing re-appointment of IndependentDirectors of the Company for the second term pursuant to Section 149(6) of the CompaniesAct 2013 forms part of the Notice of Annual General Meeting.
Mr. Krishna Kumar Khandelwal has attained the age of 85 years. A resolution under itemno 4 of the AGM notice shall also be deemed as under the Listing Regulations 2015 forcontinuation of Mr. Krishna Kumar Khandelwal as Independent Directors beyond the age ofseventy five years.
Brief resume of Independent Directors who are proposed to be appointed/ re-appointed isfurnished in the notice of Annual General Meeting.
All Independent Directors of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Shri Radhey Shyam Gupta Chief Executive Officerand Shri Pawan Kumar Rustagi Chief Financial Officer as on March 31 2019.
During the year 2018-19 4 (Four) meetings of the Board of Directors were held. Thedetails of meetings are given in the Corporate Governance Report which forms part of thisreport.
The Board of Directors has carried out the Annual performance evaluation of its ownBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allDirectors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as contribution of the IndividualDirector to the Board and Committee meetings.
Also in a separate meeting of Independent Directors performance of Non-IndependentDirectors Board as a whole and the chairman was evaluated taking into account the viewsof Executive and Non-Executive Directors. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorsand other matters provided in Section 178(3) of the Companies Act 2013 has been disclosedin the Corporate Governance report which forms part of the Directors Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") all unpaidor unclaimed dividends are required to be transferred by the Company to the IEPF Authorityafter the completion of 7 years. Further according to the Rules the shares on whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore shall also be transferred to the demat account of the IEPF Authority. Accordinglythe Company has transferred unpaid/ unclaimed dividend for the FY 2010-11 along withrelevant shares to the Investor Education and Protection Fund (IEPF). The details are alsoavailable on the website of the Company www.jindal.com
Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. All working sites are analyzed to minimize risks associatedwith protection of environment safety of operations and health of people at work andmonitored regularly with reference to statutory regulations and guidelines. Improving workplace safety continued to be top priority at working site. The Companys businessoperations are exposed to a variety of financial risks such as market risks (foreignexchange risk internal rate risk and price risk) Liquidity risk etc.
The Board has approved the Risk Management Policy of the Company and authorized theAudit Committee to implement and monitor the Risk Management plan for the Company and alsoidentify and mitigate the various elements of risks if any which in the opinion of theBoard may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Company hasin place adequate Internal Financial Controls with reference to the Financial Statements.Audit Committee periodically reviews the adequacy of internal financial controls.
During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 your Directors state:
(i) that in the preparation of the Annual Accounts for the year ended 31st March 2019the applicable accounting standards had been followed and there are no materialdepartures;
(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the loss of theCompany for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the Annual Accounts for the year ended 31st March 2019 have been prepared ona going concern basis.
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in the prescribed form MGT-9 is annexed with this Report.
The Audit Committee of the Company consists of Shri K. K. Khandelwal Chairman Shri D.P. Jindal and Shri Vijay Kaushik as its other members. The terms of reference are inconformity with the requirements of Section 177 of the Companies Act 2013 and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015including Part C of Schedule II of SEBI (LODR) regulations 2015.
The Company has adopted a Whistle blower policy and has established the necessary VigilMechanism for Directors and employees to report concerns about unethical behavior actualor suspected fraud or violation of the Companys Code of conduct. The said policy hasbeen disclosed on the Companys website under the web linkhttp://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities which has been approved by the Board. The CSRPolicy may be accessed on the website of the Company.
The Annual Report on CSR activities in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014 is appended as Annexure to thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in note no. 39of the notes forming part of the Standalone Financial Statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company with the relatedparties during the year were in the ordinary course of business and on an armslength basis.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are appended in Form AOC-2as Annexure to this Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report along with Auditors Certificate complying with theconditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been annexed as a part ofthis Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Preventions Prohibition and Redressal) Act2013. Mr. Rajeev Ranjan has relinquished rom the member of such committee during the year.Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is as under:
a. number of complaints filed during the financial year-NIL
b. number of complaints disposed of during the financial year-NIL
c. number of complaints pending as on end of the financial year-NIL
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder M/s Kanodia Sanyal & Associates Chartered Accountants; (FRN-008396N)were appointed as Statutory Auditors of the Company from the conclusion of 33rd AnnualGeneral Meeting of the Company until the conclusion of 38th Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors Report does not contain any qualificationreservation or adverse remark.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetingsrespectively have been duly followed by the Company.
The Board has appointed Mr. Namo Narain Agarwal (FCS No. 234) Company Secretary inpractice to conduct Secretarial Audit for the financial year ended 31st March 2019. TheSecretarial Audit Report for the year ended 31st March 2019 is annexed herewith as anannexure to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2018-19 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been submitted to the stock exchangeswithin 60 days of the end of the financial year.
The Company has not accepted any deposits from Public within the meaning of thedirectives issued by the Reserve Bank of India provisions of section 73 to 76 of theCompanies Act 2013 and as such no amount on account of principal or interest on depositsfrom public was outstanding as on the date of the Balance Sheet
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 197(12) of the Companies Act 2013(Act) read with Rules 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed with this report.
The maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013 is not required by the Company andaccordingly such accounts and records are not being maintained.
MATERIAL CHANGES & COMMITMENTS
The disclosure for Material changes and commitments affecting the financial positionof the Company are disclosed in Note No. 37 of the notes forming part of the StandaloneFinancial Statements of the Company.
The Board expresses its grateful appreciation of the assistance and co-operationreceived from Central and State Governments Clients viz. ONGCL Oil India GAIL GSPCBanks & Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees and associates at all levels.
| ||For & on behalf of the Board of Directors |
|Place : Gurugram ||D. P. JINDAL |
|Dated : 7th August 2019 ||Chairman |